Exhibit D
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CONFIDENTIAL
May 29, 2001
To the Oversight Committee of
the Board of Directors
Bacou USA, Inc.
Gentlemen:
Reference is hereby made to the letter agreement dated July 13, 2000 (the
"Letter Agreement") between Bacou USA, Inc. (the "Company") and the undersigned
members of the Bacou Family (the "Family"). Capitalized terms used herein and
not defined shall have the meaning given to such terms in the Letter Agreement.
The Letter Agreement contemplated a process pursuant to which offers would
be solicited for the acquisition of BA-FR and the shares of the Company held by
the BA-US Minority Stockholders. As you know, over the past ten months through
Deutsche Bank working together with the management of the Company, we have
actively solicited such offers. This process has now ended without resulting in
any viable transaction. None of the solicited offers were ultimately acceptable.
By executing this letter, you and we hereby agree that in light of the failure
of any of the solicited offers resulting in any viable transaction, the terms of
the Letter Agreement are no longer applicable and cease to be in effect.
Sincerely,
/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx (on behalf of the
Bacou Family members)
Accepted and Agreed
BACOU USA, INC.
/s/ Xxxxxx Xxxxxx
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Name:
Title:
